Public Offer Agreement

1. General Provisions

1.1. The subject of this Agreement (hereinafter - "Agreement") is the relationship between LLC "Moscow Management Company" (hereinafter - "Company") and the User, collectively referred to as the "Parties".

1.2. This Agreement is an official, public and irrevocable public offer (clause 2, article 437 of the Civil Code of the Russian Federation), which sets out all the essential terms of the Company's Agreement addressed to any person to conclude the Agreement on the terms specified therein.

1.3. In case of agreement with the terms of this Agreement (Acceptance), the Agreement is considered concluded from the moment the relevant person (hereinafter - "User" or "Licensee") performs all necessary actions specified in this Agreement, and indicates their unconditional and unreserved agreement with all specified conditions and Appendices to the Agreement and their new editions.

Such Acceptance is considered to be the User's implicit actions in the form of Registration and payment by the User of the invoice issued and sent to their address (or, in the case of already completed Registration, only payment). From the moment of such Acceptance and payment of the invoice, the Agreement is considered concluded, and the User acquires the rights and obligations provided for in this Agreement. The date of acceptance is the date of registration on the official Website of the Company or the Partner's website or payment of the invoice indicating the order number created on the official Website of the Company or the Partner's website.

If the User was registered on the Website through a Partner, or registers on the Website to receive a free Program and/or for its testing period, then from the moment of registration and/or start of using the Program, the Agreement is considered concluded, and the User acquires the rights and obligations provided for in this Agreement.

1.4. This Agreement regulates the legal relationship for granting the User non-exclusive rights to use the Program located at cart.mosuk.ru (hereinafter - "Website"), as well as subscriptions to updates, Program rental services and other goods/services posted on the Website.

The "Rights Holder" grants the User the specified rights to the Program. The Company directly provides/offers goods/services to the User.

The specific list and scope of goods/services that the User has the right to request from the Company in the relevant period are specified in the goods/services selected by the User on the website cart.mosuk.ru and (or) in this Agreement.

1.5. The right to use the Program, subscriptions to updates, Program rental, and other goods/services is granted to the User for the period specified in the Order placed by the User and the invoice.

2. Basic terms used in the Agreement

2.1. The following terms are used in this Agreement:

"Program Rental" - the ability/right of the Licensee to receive a non-exclusive license for a fixed fee during a certain period to use the Program specified in the Order, pay for it according to the invoice/invoices, and receive updates without additional payment.

"Program Rental with subsequent purchase" - the ability/right of the Licensee to receive a non-exclusive license for a fixed fee during a certain period to use the Program, with the total amount of remuneration specified in the Order, pay for it according to the invoice/invoices, and upon expiration of the term, receive rights.

"Website" - a resource on the Internet accessible through one Domain.

"Domain" - a unique digital-alphabetic-symbolic designation designed to identify a resource on the Internet.

"Order" - a Program, subscription to updates, Program rental, and (or) other goods/services selected by the User on the Website for ordering from the Company. Each Order has its unique number assigned upon receipt of the Order and the associated invoice/invoices, which indicate the terms of its payment.

"Use of the Program" - any actions related to the functioning of the Program in accordance with its purpose.

"Confidential Information" - the content of the Program (source code), all copies of the Program, and all derivative works related to the Program, including, but not limited to, all updates, modifications.

"License for an additional storefront" - an unlimited in time right to Use the Program on one Domain in excess of the number of Domains specified when purchasing a Full License, granted by the copyright holder to the User.

"Partner" - a representative of the Company who has official rights from the Company to sell rights to the Program.

"Program Package" - several Programs that are included in the assembly to solve a complex of tasks; within the package update, the User receives updates to Programs and new Programs that are added to the Program package as part of the update subscription service for a specific period.

"Company's Payment System" - any of the electronic payment systems in which the Company is registered and which is offered for payment on the official Website of the Company.

"Subscription to updates" - the ability/right of the User for a certain fee during the specified period to receive updates to the purchased Program, if they are released during this period.

"Full License" - an unlimited in time right to Use the Program (one copy) on one Server, granted by the copyright holder to the User.

"User" or "Licensee" - an individual, individual entrepreneur, or legal entity that has acquired the right by accepting this Agreement (including by completing the Registration procedure) and is a party to the Agreement with the Company.

"Rights Holder" or "Licensor" - LLC "Moscow Management Company" or a person (persons) who has the exclusive right to the Program and/or a person (persons) who legally possesses in the relevant territory all the necessary volume of rights to use the Program that is granted to the User under this Agreement.

"Program" - a program/software for computers (both as a whole and its components), which is a set of data and commands represented in an objective form, including source text, database, audiovisual works, included by the Rights Holder in the composition of the specified computer program.

"Registration" - is carried out by filling out a registration form by the User, located on the Website, and submitting it. The result of Registration is the ability to create an Order and send/receive an invoice for payment, or payment details.

"Edition" - a software version designed for a specific edition of CS-Cart.

"Website" - a set of graphic and information materials, as well as computer programs and databases that ensure their availability on the Internet at the network address cart.mosuk.ru and aggregate subdomains.

"Server" - the User's hardware and software complex on which the Program is installed.

3. Cost and procedure for payment of remuneration

3.1. The Company grants the User rights to a Full License and/or License for an additional storefront and other services only after the User pays the remuneration, the amount of which is specified in the Order placed on the Official Website of the Company, or through a Partner.

3.2. Payment of remuneration is made by the User through the Company's Payment System or by direct bank transfer to the Company's bank account based on the invoice issued by the Company, within a period not later than 5 (five) working days from the date of issuance of the corresponding invoice. The payment obligation is considered fulfilled at the moment the funds are credited to the Company's settlement account.

3.3. The amount of remuneration for the rights to the Program is not subject to VAT in accordance with sub-clause 26, clause 2, article 149 of the Tax Code of the Russian Federation.

4. Rights and obligations

4.1. The Company has the right to:

- use the information received from the User to improve the Program, including to inform the User about the improvements made, updates;

- provide the User with notifications that the copy of the Program is counterfeit and is used without a Full License and/or License for an additional storefront;

- involve third parties (Partners) to provide Services to Users without the User's consent and without prior notification to the User;

- register the User's registration record on the Company's Website based on contact information received from the Partner;

- issue a receipt, both on behalf of the Company and on behalf of the Company's Payment System.

4.2. The Company undertakes to:

- provide the User with a Full License and/or License for an additional storefront, subject to the User's compliance with all the terms of this Agreement, within a period not later than 10 (ten) working days after its full payment by sending a message (letter) from the Company to the email address specified by the User, a license activation key or activation on the User's server;

- provide the User with subscription services for updates, Program rental services and/or other goods/services posted on the Website. The payment term, the term of service provision, and other conditions are specified in the invoice/invoices in accordance with the placed Order;

- when the User orders a test License for the Program, provide the User with rights to the Program for a period not exceeding 30 (thirty) calendar days. After which, the Program will be automatically removed from the User's server without prior notice.

- when the User orders rental/subscription rights to the Program, if the User has not paid the renewal invoice within 5 (five) working days, this Program will be disabled and after 10 (ten) calendar days will be removed from the User's Website.

4.3. The User undertakes to:

- be responsible for the security and safety of information about their account (registration record) on the Website, as well as for actions carried out within the Website under such an account (registration record). The User independently ensures the confidentiality of account data. It is forbidden to disclose and transfer account data to third parties, as well as to use account data of other Users. Within the framework of this Agreement, it is presumed that actions performed from the User's account (registration record) on the Website are recognized as actions of the User directly;

- immediately notify the Company of any case of unauthorized access to their account (registration record) on the Website and/or any other security breach.

- provide the Company with complete and accurate information about themselves for the purpose of identifying the User and granting them rights, services;

- use the Program only in the way specified in this Agreement;

- pay the Company remuneration in full and within the period specified in the invoice;

- not use Program updates and/or Program versions that were released by the Rights Holder before the User acquired the Full License, as well as after the expiration of the license updates, if any, from the date the User acquired the Full License, if the User has not acquired an additional right to use these Program updates and new Program versions for such a Full License, or the term of such a right has expired;

- immediately notify the Company of any (full or partial) unauthorized use of the Program by a third party;

- not transfer to third parties the rights granted to them by the Company under this Agreement;

- not violate the requirements of current legislation, as well as generally accepted norms of morality and ethics when interacting with the Company within the framework of this Agreement.

4.4. The User does not have the right to:

- make copies of the Program and allow the possibility of copying the Program by third parties without purchasing a separate Full License;

- make the Program available on more Domains than was stated when purchasing the Full License, if the corresponding number of Licenses was not purchased for them;

- extract, isolate, or use any component parts of the Program to create any Derivative materials from the Program, as well as allow the possibility of their creation by a third party;

- sell, pledge, license, sublicense, rent, lease and for temporary use, assign and otherwise transfer (by sale, exchange, gift, as a result of law or otherwise) the Program, any copies of the Program (or any of its parts) and other rights to them, in whole and in part, to third parties without the prior written consent of the Rights Holder;

- change, remove, hide, make inconspicuous any warnings and notifications about copyrights, patents, trademarks, trade secrets, as well as other notifications about intellectual property from any part of the Program without the prior written consent of the Rights Holder;

- prevent the Rights Holder from obtaining information about the use of the Program;

- use the Program after the expiration of the Test License;

- The User is prohibited from removing or modifying the part of the Program's source code that verifies the authenticity of the Program and determines whether there is a Trial License or a Full License.

4.5. The User has the right to change the domain or transfer rights to another User only by sending an official letter to the Company indicating the User's registration data, e-mail, domain of both Users, and the reasons for the transfer of rights.

In this case, the old license key/keys are blocked and new ones are issued for the registration data of the new User.

4.6. The User understands and acknowledges that the discrepancy between the result of providing a particular Service and the result that the User wanted to receive when applying for the corresponding Service, in itself, is not a fact of providing a Service of improper quality.

5. Confirmation of receipt of rights and the fact of service provision

5.1. To activate the Program on the Domain specified in the Order, the User

5.2. The Company and the User do not sign Acts. The fact of transferring rights to the Program and confirming the quality of the goods provided is the payment and the absence of a claim directed to the Company by sending an email to the email address cart@mosuk.ru within 5 (five) working days

- from the date of transferring rights (sending the Company's message to the User's email address a license activation key)

and(or)

- from the date of providing services.

5.3. In case of need for the issuance of paper copies of the Act, the User sends the corresponding request to the Company by sending an email to the email address cart@mosuk.ru with the indication of the Order number for which the Act is required.

Issued Acts are sent by mail from Russia by registered letter with notification or by courier service.

The User must sign the Acts and within 5 (five) working days from the date of their receipt send to the Company one copy of the Act by mail from Russia by registered letter with notification or by courier service.

In case the Company does not receive within the established term the signed User's copy of the Act or justified written objections, the Act is considered signed by the User, and the rights/goods/services are provided/provided without claims.

6. Exclusive rights

6.1. The Company confirms that

- it has a non-exclusive license to the Program;

- the Company owns and exclusively owns its registered trademarks;

- the Company has all necessary rights to conclude this Agreement with the Rights Holders;

- the use of the Program will not infringe the rights of third parties on objects of intellectual property.

7. Confidentiality and personal data

7.1. The User undertakes not to disclose Confidential Information, protect and prevent unauthorized disclosure of Confidential Information and take appropriate measures to protect Confidential Information.

7.2. The Company and the User guarantee the confidentiality of all information (oral or written), relating to the business of the other party, except for information that is already available to the public.

7.3. If the Confidential Information becomes available to third parties due to the User's fault without the Company's written consent, the User undertakes to compensate the Company for all losses incurred as a result of this.

7.4. The Company guarantees that personal data and other private information provided by the User in connection with this Agreement will be used by the Company exclusively for the purpose of performing this Agreement. Such information is not to be transferred to any third parties except in cases permitted by current legislation of the Russian Federation.

By concluding this Agreement, the User grants the Company the right to process (including, but not limited to: collection, systematization, accumulation, storage, verification, updating, modification, use, internal transfer, anonymization, blocking, destruction of personal data of the User, as well as processing statistical information and conducting marketing research) its personal data, data administrators (obtained in particular via API), client data and other private information in any way not contradicting the current Russian legislation (including, without using automation) for the purpose of performing their contractual obligations.

7.5. The personal data specified in p. 7.4, 7.8 of this Agreement may be processed for the following purposes:

- conclusion/execution/extension/termination of the Agreement;

- obtaining services/information/materials;

- identification of the User;

- improving the quality of services, their convenience, their use, development of new services, products, services;

- protecting and storing confidential information (including personal data), including in electronic form;

- obtaining access to services, information and/or materials contained on the Website;

- promoting the Company's services on the market (goods, works) through direct contacts with the User;

- maintaining statistics and information accounting, accounting and forming aggregated anonymized data about social groups registered on the Website.

7.6. The User agrees to receive messages, including advertising, to the email addresses specified during Registration or after concluding the Agreement.

7.7. The provided User consent to the processing of personal data is indefinite. The User has the right to withdraw consent by sending a corresponding statement to the Company not less than 30 calendar days before the expected date of termination of processing.

7.8 An integral part of this Agreement is the Confidentiality Policy and Personal Data Processing Policy (hereinafter - "Policy"). Upon acceptance of this Agreement, the User confirms that he/she is familiar with and agrees with all the conditions of the Policy. The actual version of the Policy is posted at: https://cart.mosuk.ru/index.php?dispatch=docs.privacy_policy

8. Guarantees and limitations

8.1. The Program is provided on the "AS IS" basis, with all possible defects and in the form in which it exists at the time of payment by the User to the Company.

8.2. The Company does not provide any guarantees regarding the error-free and uninterrupted operation of the Program, nor does it guarantee that the Program is sufficiently satisfactory for the User's needs and refuses any other guarantees to the extent permitted by current legislation.

8.3. In case of non-payment of remuneration for Program rental with subsequent purchase, the previously paid funds are not returned, and the license is annulled.

8.4. The Company interacts with this Agreement only upon requests from email addresses of Users registered on the Company's Website.

9. Liability

9.1. All risk arising from the use of the Program or working with it lies with the User, including the risk of not obtaining the expected profit from the use of the Program, the risk of program software malfunction after installing the Program and etc.

9.2. Under no circumstances does the Company bear any responsibility to the User for any losses (including, but not limited to the listed, missed opportunity, loss of confidential or other information, losses due to interruption of commercial activity and loss of profit, business reputation or any data, missed commercial opportunities, loss of turnover, special, accidentally occurring, indirect, consequential or punitive losses and damages, DDOS attacks, power outage or server licensing, disconnection, server breakdown, incompatibility of versions of Programs installed by the User, incompatibility of third-party Programs, making changes to the Program code), arising from the use of the Program or inability to use the Program, as well as in the process of providing services.

9.3. Under no circumstances does the Company bear any responsibility to the User for any losses, including if the Program is removed, any data on the User's Website may be lost or its functionality may be disrupted, incompatibility of versions of Programs installed by the User, incompatibility of third-party Programs, making changes to the Program code.

9.4. If the legislation of the User's country does not allow the limitation of liability or the Company's liability will be established by the corresponding court decision, the Company will bear responsibility only for the actual damage incurred by the User from the use of the Program and/or Services, if such damage is caused by the Company's culpable actions, or if the damage arose due to reasons that the Company knew or should have known. At the same time, the maximum liability of the Company is limited to the amount of remuneration paid by the User for one Full License and/or for the provided service.

10. Term of Agreement and its termination

10.1. The Agreement comes into force from the moment all conditions specified in this Agreement are met, and it is valid indefinitely or until its termination.

10.2. The Agreement is terminated immediately if the Full License and/or License for an additional storefront ceases to be effective due to the User's breach of any of the terms of this Agreement without prior notice from the Company's side, in which case the User undertakes to immediately remove the Program, all its copies, modifications, modernizations and Derivative materials from the Program.

10.3. The Company has the right to suspend the License, terminate the Agreement or refuse to provide services if the User provided incorrect personal data during Registration preventing its identification or confirming its belonging to the Domain.

10.4. In case of unilateral termination in the part of providing services, the Company or the User must notify the other party of termination by sending a notification to the agreed electronic addresses. The Company's email address - cart@mosuk.ru, the User's email address - the electronic address specified during Registration on the Website.

The parties perform reconciliation of accounts for 5 (five) working days before the expected date of termination of the Agreement and record the results in the reconciliation Act.

10.5. The User has the right at any time to terminate the Full License and/or License for an additional storefront, terminate the Agreement and remove the Program, all its copies, modifications, modernizations and Derivative materials from the Program, and send the corresponding notification to the Company. The Agreement will be considered terminated from the moment the Company receives the User's notification.

10.6. In all cases, upon termination of this Agreement in the part of providing rights to the Program and termination of the action of the Full License and/or License for an additional storefront, the action of the granted Licenses to the Programs ceases, and the recalculation and return of remuneration is not performed. The User is not entitled to demand remuneration, paid by the Company.

11. Force majeure

11.1. Neither party is responsible for breaches of obligations arising from unanticipated circumstances, such as fire, strikes, uprising or mass disturbances, embargo, disasters, delays in transportation, civil or military authority directives.

11.2. Each party agrees to immediately notify the other party of any force majeure circumstances. Such notification must contain detailed information about what caused them.

11.3. If the breach of the rules by one party due to force majeure circumstances lasts more than 4 (four) weeks, then the other party has the right to terminate this Agreement by sending a notification to the other party's email address about the termination of this Agreement. Neither party has any obligations to the other party in the event of termination of the Agreement due to force majeure circumstances.

12. Dispute resolution procedure

12.1. The User recognizes that the Company may suffer damage if the terms of this Agreement are not met, and therefore the User agrees that the Company is entitled to use any form of protection of its violated rights and legitimate interests, including, and such a form as direct appeal to the appropriate court without observing the claim procedure.

12.2. The parties agree to use all efforts to resolve disputes and disagreements that may arise from this Agreement or through negotiations. All disputes, disagreements or claims arising from this Agreement or in connection with it are subject to resolution by the parties through negotiations. In case of lack of agreement, the dispute between the parties is subject to consideration in accordance with p.12.3 of this Agreement.

12.3. All disputes arising from the substance of this Agreement or related to it, its interpretation, execution, termination, termination and termination of its invalidity in all cases are transferred for consideration to the Arbitration Court of Moscow or the corresponding court on the territory of the Russian Federation (competent court) at the location of the Rights Holder. In case the User is a legal entity or individual entrepreneur registered outside the Russian Federation, all disputes arising from the substance of this Agreement or related to it, its interpretation, execution, termination, termination and termination of its invalidity in all cases will be resolved in an arbitration procedure in accordance with the Rules of the International Commercial Arbitration Court at the Moscow Chamber of Commerce and Industry (hereinafter - "Rules"), the Rules of which are considered included in the text of this Agreement by referring to this clause. The Arbitration Committee consists of 1 (one) arbitrator selected in accordance with the Rules. The language used in the arbitration procedure — Russian. The governing legislation of the Agreement is the material law of the Russian Federation. The court hearing will be held in Moscow, Russian Federation. The security measure in relation to the subject of the dispute may be only a suspension of execution of the claimant's executing or other document, execution of which is carried out in a straightforward (non-acceptee) order. All costs of arbitration proceedings are paid in accordance with the Rules. The rendered arbitration decision will be final and binding for both parties, and the arbitration decision may be enforced in any competent court.

13. Final provisions

13.1. This Agreement is valid worldwide.

13.2. This Agreement was drawn up with due regard for the current legislation of the Russian Federation. The law applicable to the interpretation of this Agreement and all relations arising from the substance of this Agreement is the material and procedural law of the Russian Federation.

13.3. If any provision of this Agreement is deemed invalid or inapplicable by a court decision or other competent body, this does not affect the validity of the Agreement as a whole and/or other provisions of the Agreement.

13.4. The User confirms that before paying remuneration, the User read this Agreement, understands it fully and agrees to perform all its conditions.

13.5. The parties agree to ensure the confidentiality of information about its conditions and any information about the Programs obtained or becoming known to them as a result of concluding and performing this Agreement throughout the term of this Agreement and for 2 (two) years from its completion.

13.6. For all matters not provided for in this Agreement, the parties shall follow the current legislation of the Russian Federation, if otherwise not provided for in this Agreement.

13.7. The parties recognize the legal force of documents sent via electronic communication.

Documents issued by the Company shall be considered complete in the proper written form if they are sent from the electronic addresses cart@mosuk.ru and/or admin@mosuk.ru

Documents issued by the User shall be considered complete in the proper written form if they are sent from the electronic address, communicated to the Company by the User in accordance with this Agreement.

Correspondence shall be considered sent to the proper address if it is sent to the above electronic addresses.

13.8. The Company has the right at any time to make changes to this Agreement without any special prior notification or agreement, and the User undertakes to accept such changes.

13.9. All changes to this Agreement are published in open access on the Website at the address cart.mosuk.ru. This Agreement or its new edition comes into force from the moment it is published on the Website at the address cart.mosuk.ru.

13.10. This Agreement is drawn up in Russian in two identical legal forms.

14. Company's address and bank details

Name: LLC "Moscow Management Company"

INN: 7743840122

KPP: 774301001

OGRN: 5117746042222,

Settlement Account: 40702810438000065216

Bank Name: PAO SBERBANK

BIC: 044525225

Correspondent Account: 30101810400000000225

Legal Address: 125493, Moscow, Mikhalkovskaya St., house No 48, building 1, office 411

E-mail: cart@mosuk.ru